stylam industries ltd share price Directors report


Your Directors are pleased to share the Business Performance for the Audited Financial Statements for the year ended March 31, 2023.

FINANCIAL PERFORMANCE SUMMARY

Particulars

Consolidated

Standalone

2022-23 2021-22 2022-23 2021-22

Revenue from Operations

952.13 659.35 952.13 659.35

Earnings before Interest, Taxes & Depreciation

154.81 103.65 154.81 103.59

Less: a) Finance Cost

8.18 7.83 8.18 7.83

b) Depreciation

19.99 23.26 19.99 23.26

Add: Other Income

1.44 8.06 1.39 7.97

Profit before exceptional items and tax

128.07 80.57 128.02 80.48

Less: Exceptional Items*

- - - -

Profit before tax

128.07 80.57 128.02 80.48

Less: Tax Expense

32.09 19.47 32.07 19.46

Profit for the Period

95.98 61.11 95.94 61.02

Share of Profit/(Loss) of associate company

- (22.10) -

Add: Other Comprehensive Income/(Expense) (Net of Taxes)

(0.0027) ( 0.0090) (0.0027) (.0090)

Total Comprehensive Income

95.97 60.88 95.94 61.01

Opening balance in Retained Earnings

307.62 250.97 307.97 251.20

Closing balance in Retained Earnings

403.59 307.62 403.92 307.98

Economic Environment

Global Economic Overview

The global outlook remained uncertain with the financial sector under stress, stubborn inflation, and the continuation of the Ukraine war, apart from the residual effects of three years of COVID. According to the IMF, "The baseline forecast is for growth to fall from 3.4 percent in 2022 to 2.8 percent in 2023, before settling at 3.0 percent in 2024." In 2022, the rapid spread of COVID-19 in China, and Europes food and energy crises, further exacted a heavy toll on world economic activity. The negativity affected consumer and investor confidence, which further pressured the global economys near-term growth prospects.

The slowdown is particularly noticeable in the advanced economies which contribute majorly to global demand. Growth is expected to plummet from 2.7 percent in 2022 to 1.3 percent in 2023. If conditions worsen this could fall below 1 percent, says the IMF report.

On the positive side global inflation is likely to abate in the coming months, though energy and food prices were yet to show any major respite. Economic activity has been improving since the third quarter of 2022, with some rebound in household consumption and a pick-up in business activity. The opening of the Chinese economy towards the end of the year also paved the way for recovery in demand. As the

India, along with China, is expected to contribute 50% of global growth in 2023

Remaining headwinds are mainly in the Western world, global growth is projected to be held up by the Asian economies. In 2022, emerging markets and developing economies achieved a growth rate of approximately 4%, contributing significantly to overall global growth. In the coming year, these regions are expected to continue bolstering the global economy by sustaining a growth rate of 3.9%.

Several counter measures are underway to prevent further downtrend in growth. Sustained wage rise and Governments push to boost pent-up demand in large economies may gradually drive consumer demand while reducing supply constraints. This, in turn, should curb inflation and minimise the need for additional interest rate hikes, thereby supporting growth. On the political front, the cessation of the Ukraine war will give a significant boost to the world economy. Greater cooperation among countries would ease the road to recovery.

Indian Economic Overview

India appeared to be the bright spot in a struggling world economy retaining its position as the worlds fastest-growing major economy in the financial year (FY) 2022-23. The country clocked a real gross domestic product (GDP) growth rate of 7.2 percent as per the estimate of the Central Statistical Organisation (CSO), backed by strong investment activity, the Governments capex and infra push, and buoyant private consumption, particularly among higher-income earners.

The Indian economy demonstrated remarkable resilience, which is reflected in a rebound in post-pandemic consumption, increased economic activity, and a resurgent service sector. The Government of Indias initiatives for driving infrastructure investments have also facilitated growth.

While post-COVID private investment recovery is still at a nascent stage, there are early signals indicating that India is poised for a stronger investment upcycle in both manufacturing and services sectors. The number of private investment projects underway in the manufacturing sector has been steadily growing over the years. The GST collection for FY 2022-23 has increased by 22% compared to last year.

Our Approach

In the beginning of FY23 when the situation warranted, entire companys focus was on all round improvement of efficiency. As domestic operations Starts improving, the company focused both on Domestic operations & the international operations.

The operations were taken to full scale, factories were ramped up to full capacities, supply chain strengths ensured continued availability of stocks at all levels.

Operations

As we entered 2022, the outlook was stable & no specific expectations for growth were set, however as the year progressed, the company surpassed the 2022 base year revenue. Company has achieved revenue of H952.13 crore as against H659.35 crore recorded in the previous year. Exports, including export incentives, contribute 67.05% of total revenue.

During the year, operating margins improved significantly to H154.81 crore from H103.65 crore in the previous year.

Outlook for the Indian Economy and India Laminate Industry

Backed by its strong fundamentals, the Indian economy is in a sweet spot to witness sustained growth in the years ahead. As per the Economic Survey presented in parliament in January 2023, India is expected to witness a 6.0-6.8 percent GDP growth rate in FY 2023-24. Multiple international and domestic agencies forecast Indias GDP growth to be in the range of 6.0%-7.0% for FY 2023-24.

The growth drivers will continue to be private consumption and investment, supported by favourable Government policies focused on improving infrastructure, and the business and banking ecosystem. India is optimistic about its future prospects because of its macroeconomic stability as well as its growing economic and political prominence on the international stage. On 1st December 2022, India assumed the presidency of the G20 forum taking over from Indonesia. As an emerging economic powerhouse, it is expected that India will take on other crucial roles in the coming years.

High-frequency indicators, including GST collections, railway and air traffic, electronic toll collection, the volume of e-way invoices, etc., point towards a strong economic recovery. Increasing UPI transactions and a higher credit demand also indicate sustained expansion. However, the key risks to the growth rate can be a slowdown in the global economy if the geopolitical situation becomes further tense or persistent high inflation leads to an increase in interest rates by central banks of major countries.

India Decorative Laminates Market Trends:

The India decorative laminates market is primarily driven by the elevating living standards and the increasing per capita expenditure of consumers on home decor products. The rising popularity of ready-to-assemble (RTA) floorings, furniture, and cabinets has also encouraged consumers to shift toward modern home furnishing designs. Furthermore, the rapid development of commercial infrastructure in India has increased the demand for decorative interior products such as laminates in gymnasiums, convention centers, indoor sports clubs, and auditoriums. Furthermore, as decorative laminates are easy to install and do not need to be connected with the subfloor or walls by nails or staples, they have gained immense traction across the country.

Decorative Laminates Market Analysis

The global market for decorative laminates is expected to grow at a CAGR of more than 3% during the forecast period. The major factor driving the market studied is the growing construction industry in the Asia-Pacific region. On the flip side, unfavorable conditions arising due to the COVID-19 outbreak is hindering the growth of the market.

Furniture application is expected to dominate the market studied over the forecast period owing to the increasing construction industry.

Asia-Pacific region is expected to dominate the global decorative laminates market and is also forecasted to be the fastest-growing region over the forecast period.

Product Extension and Expansion

The Company has planned for CAPEX of H150 Crore which is expected to improve and enhance the share of value-added products in the product mix The company has planned for product extension under greenfield project.

Credit Rating

During the year under consideration, CARE has carried out a credit rating assessment of the Company for both short term and long term exposures and has improved the rating from Care ‘A- to Care ‘A" Stable and ‘CareA2 to Care ‘A2+ for long term facilities and short term facilities respectively.

The Rating of the company is as under:

Facilities

Rating

Long term facilities Care ‘A Stable
Short term facilities Care ‘A2+

Subsidiary and Associate and its performance

Asia Pacific Region holds the largest share in the global market of laminates and allied building materials and on the basis of rational forecasts Southeast Asia region is predicted to be the fastest growing region due to a bounce in construction activities, thus, Company with a view to explore more potential markets, had incorporated a Wholly owned subsidiary (WOS) named Stylam Asia-Pacific Pte. Limited in Singapore on the 16th September 2019 but said subsidiary company could not commenced its business operations and it had been decided to close the company. Eventually Company name got struck off on 16th August 2022.

The company had also purchased 34% shares of Alca Vstyle Sdn Bhd.(Alca) Incorporated in Malaysia. These shares were purchased from existing shareholders. Alca is engaged in the business of trading of commercial and industrial furniture & fixtures.

The statement in form AOC-1 containing the salient features of the financial statements of subsidiary/ associate company/joint venture pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014 is attached as "Annexure-I" to this Report

The company had incorporated wholly owned subsidiary (WOS) Stylam Panels Ltd in India to explore the opportunity by way of greenfield project in Plywood and allied wood based products. However this project has been deferred for few months.

Dividend

The Company with a view to expand its business and oscillate its direction towards growth in the best way possible, has barred itself from recommending dividend during the year under review.

Reserve

After all appropriations and adjustments, the closing balance of the retained earnings for FY 2023, stood at H403.92 crore.

Consolidated Financial Statements

Pursuant to Section 129(3) of the Companies Act, 2013, the Consolidated Financial Statements of the Company prepared in accordance with Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 and Indian Accounting Standard 110 have been provided in the Annual Report.

Material Changes and Commitments

There have been no other material changes viz:

• Settlement of tax liabilities;

• Operation of patent rights;

• Depression in market value of investments;

• Institution of cases by or against the Company;

• Destruction of any assets or disposal of a substantial part of undertaking;

• Changes in capital structure; and

• Material changes concerning purchase of raw material and sale of the product. that occurred during the concerned financial year or subsequent to closure of the financial year under consideration till the date of the report

Change in nature of business, if any

There was no change in the nature of business of the Company during the financial year ended 31st March, 2023.

Maintenance of Cost Records

Pursuant to sub-section (1) of Section 148 of the Companies Act, 2013, the maintenance of Cost Records as specified by the Central Government is not required by the Company and accordingly such records are not made and maintained by the Company.

Accreditation

Company received the following accreditation

- Company has been accredited T-2 recognition under Authorized Economic Operator (AEO) programme, under the aegis of World Customs Organization.

- Company has obtained certification from NSF International, USA, for High Pressure Decorative Laminates and Solid Acrylic Surface Products. NSF is the US based leading global provider of public health and safety-based risk management solutions.

Deposits

During the year under review, the Company did not accept any deposits from the public within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

Business Excellence and Quality Initiatives

The Company continues to be guided by the philosophy of business excellence to achieve sustainable growth. Customer- focused culture towards building long-term customers relationships is the key agenda of the Management.

The Company following the principles oftotal quality management, continues to be certified under ISO 9001: 2015 certifications for the complete range of laminates manufactured.

Occupational, Health, Safety and Environment

The Company has effectively deployed policies on Safety, Occupational Health & Environment at all locations and constantly focuses on improving the effectiveness of system processes.

Brand Visibility

During the year under review, the Company has conducted various programs viz Architects meet, Distributors meet, Dealers meet to build a connection with its customers and dealers so to promote brand visibility and generate demand

Human Resources

The Company recognizes that the purpose of Human Resources is to be a catalyst and change agent. Over the years, there has been a paradigm shift in the approach adopted by Employee Relations through different initiatives in various capacities. The Company invested in formal and informal training coupled with on the-job training. We drive sustainable growth and have been instrumental in bringing in thought leadership in building strong employee relations. The Company is focused on building a high performance culture with a growth mindset. Developing and strengthening capabilities for all employees remained Companys an ongoing priority. The Company maintains momentum on building speed and simplification in ways of working.

Directors and Key Managerial Personnel

Change in Directors

Appointment of Ms.Purva Kansal who was appointed as an Additional Independent Director on the Board of the Company on 17th August 2023 for a period of 5 years w.e.f. 17th September 2023 to 16th August 2028.

Mr. Sachin Kumar Bhartiya had resigned as Nominee Director from the company on 15th December 2022.

Retirement by Rotation and subsequent reappointment

In accordance with the provisions of Section 152 and other applicable provisions, if any, of the Companies Act, 2013, read with Companies (Appointment and Qualification of Directors) Rule, 2014 (including any statutory modification(s) or re-enactment(s) therefore the time being in force) and the Articles of Association of the Company, Mr. Manit Gupta (DIN: 00889528) and Mr.Sachin Bhatla (DIN 08182443) were appointed as directors liable to retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The Board recommends the re-appointment of Mr. Sachin Bhatla as Whole time director and Mr. Manit Gupta as whole time director of the company.

The details of Directors being recommended for re-appointment as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are contained in the accompanying Notice convening the ensuing Annual General Meeting of the Company. Appropriate Resolution(s) seeking your approval to the re-appointment of Directors are also included in the Notice.

Declaration by Independent Directors

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 and the applicable provisions of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 so as to qualify themselves to act as Independent Director under the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 and the relevant rules.

Board Meetings

During the year under review, the Board of Directors of the company met 9 (Nine) times, the details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

The details of constitution of the Board and its Committees are given in the Corporate Governance Report which forms part of this Annual Report.

Board Evaluation

Performance evaluation of the individual Directors as well as the Board is done on the basis of the Nomination and Remuneration,

Evaluation policy that has been framed by the Nomination and Remuneration Committee.

The Board of Directors are responsible for

- defining goals and framing strategies for achieving those goals;

- framing roles of board, committees, key managerial persons and employees;

- setting internal financial control systems;

- analyzing risks and effective risk measure to mitigate those risks;

- implementing corporate governance practices;

- responding to the problems or crisis that emerge;

- communication with employees and others;

- updating with latest developments in regulatory environments and the market in which the Company operates;

- contribution of the Board for ensuring that the Company adheres to the statutory and regulatory compliances as applicable to the Company;

- discharging of governance and fiduciary duties;

- handling critical and dissenting suggestions; etc.

The parameters for performance of evaluation of Board are

- attendance at the Board meetings;

- Participation and contribution in Board meetings and committee meetings;

- domain knowledge, vision, strategy;

- information regarding external environment;

- raising of concerns;

- Contribution towards the formulation and implementation of strategy for achieving the goals of the Company;

- Conduct and Integrity;

- Updating of skills and knowledge;

- Compliance with Code of Business Ethics and Code of Conduct of the Company; etc.

The Directors expressed their satisfaction with the evaluation process.

Audit Committee

The composition of the Audit Committee is in alignment with provisions of Section 177 of the Companies Act, 2013 read with the Rules issued thereunder and Regulation 18 of the Listing Regulations.

All the members of the Audit Committee are financially literate and have experience in the financial management.

The Audit Committee of the Company is entrusted with the responsibility to supervise the Companys internal controls and financial reporting process and, inter-alia, performs the following functions:

- overseeing the Companys financial reporting process and disclosure of financial information;

- reviewing and examining with management the quarterly and annual financial results and the auditors report thereon before submission to the Board for approval;

- reviewing management discussion and analysis of financial condition and results of operations;

- reviewing Related Party Transaction Policy of the Company;

- reviewing and monitoring the auditors independence and performance and effectiveness of audit process;

- reviewing with management, Statutory Auditors and Internal Auditor, the adequacy of internal control systems;

- reviewing the adequacy of internal audit function and discussing with Internal Auditor any significant finding and reviewing the progress of corrective actions on such issues;

- evaluating internal financial controls and risk management systems.

The terms of reference of the Audit Committee and other details have been provided in the Corporate Governance Report.

Enterprises Risk Management Framework

The Board has formed a Risk Management Committee (‘RMC) to frame, implement and monitor the risk management plan for the Company and ensure its effectiveness and to develop a policy for actions associated to mitigate the risks as well as identify new and emergent risks.

The RMC seeks to minimize the adverse impact of risks on business objectives and capitalise on opportunities. The RMC is chaired by an Independent Director. The Audit Committee has an additional oversight in the areas of financial controls.

The Company has a well-defined risk management framework in place to ensure appropriate identification, measurement, mitigation and monitoring of business risks and challenges across the Company. The Companys success as an organization largely depends on its ability to identify opportunities and leverage them while mitigating the risks that arise while conducting its business. Further, the Board is apprised of any procedure that may threaten the long term plans of the Company.

Companys sustainable focus remain on leveraging next generation technology, supports an enterprise-wide view of risks and compliance, enabling a more holistic approach towards informed decision making. Risks are assessed and managed at various levels with a top-down and bottom-up approach covering the enterprise, the Strategic business units, the geographies and the functions.

All business heads are responsible to ensure compliance with the policies and procedures laid down by the Management. Robust and continuous internal monitoring mechanisms ensure timely identification of risks and issues. The Management, Statutory and Internal Auditors undertake rigorous testing of the control environment of the Company.

Nomination and Remuneration Committee

The composition of the Nomination and Remuneration Committee is in alignment with provisions of Section 178 of the Companies Act, 2013 read with the Rules issued thereunder and Regulation 19 of the Listing Regulations.

The Committee, inter alia, identifies persons who are qualified to become directors and who may be appointed in senior management.

The Nomination and Remuneration Committee is responsible for evaluating the balance of skills, experience, independence, diversity and knowledge on the Board and for drawing up selection criteria, ongoing succession planning and appointment procedures for both internal and external appointments. The role of Nomination and Remuneration Committee, inter-alia, includes:

- recommend the criteria for appointment of Executive, NonExecutive and Independent Directors to the Board;

- determine remuneration of all the Executive Directors and Key Managerial Personnel, i.e. salary, benefits, bonuses etc.;

- carry out evaluation of each Directors performance and performance of the Board as a whole;

- recommend to the Board, all remunerations, in whatever form, payable to Senior Management.

The brief terms of reference of the Committee and the details of the Committee meetings are provided in the Corporate Governance Report.

Stakeholders Relationship Committee

The composition of the Nomination and Remuneration Committee is in alignment with provisions of Section 178(5) of the Companies Act, 2013 read with the Rules issued thereunder and Regulation 20 of the Listing Regulations. The Committee, inter alia, reviews the grievance of the security holders of the Company and redressed thereof. The brief terms of reference of the Committee and the details of the Committee meetings are provided in the Corporate Governance Report

Corporate Social Responsibility

Corporate Social Responsibility (CSR) encompasses much more than social outreach programmes.

In accordance with the requirements of Section 135 of Companies Act, 2013, Company has constituted a Corporate Social Responsibility Committee.

The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed hereto as "Annexure - II"

The Company has contributed H 137.15 lakh towards various CSR activities during the year and increased/scaled up its CSR intervention in the areas prescribed in the Companys CSR policy.

As a socially responsible Company, the Company is committed to increase its CSR impact and spend over the coming years, with its aim of playing a larger role in Indias sustainable development by embedding wider economic, social and environmental objectives. The Company has identified projects where contribution will be meaningful for the economic uplift of the society. Preference was given to allocate and spend higher amount on activities pertaining to local area and areas around the Companys factories. However, being in early years of implementation of CSR, the Company has faced practical problems as regards to co-ordination and consensus amongst the beneficiaries, local villagers, gram panchayats and other related agencies to carry out the identified projects.

Statement in respect of adequacy of Internal Financial Controls with reference to the Financial Statements

The Directors had laid down Internal Financial Controls procedures to be followed by the Company which ensure compliance with various policies, practices and statutes in keeping with the organizations pace of growth and increasing complexity of operations for orderly and efficient conduct of its business. The internal control framework is commensurate with the size and operations of the business and is in line with requirements of the Act.

The Audit Committee of the Board, from time to time, evaluated the adequacy and effectiveness of internal financial control of the Company.

- The Company has a well-defined delegation of authority with specified limits for approval of expenditure, both capital and revenue. The Company has workflows to ensure adherence to the delegation of authority

- The Company periodically tracks all amendments to Accounting Standards and makes changes to the underlying systems, processes and financial controls to ensure adherence to the same. All resultant changes to the policy and impact on financials are disclosed after due validation with the Audit Committee

- Access to assets is permitted only in accordance with managements general and specific authorization. No assets of the Company are allowed to be used for personal purposes, except in accordance with terms of employment or except as specifically permitted.

- Proper systems are in place for prevention and detection of frauds and errors and for ensuring adherence to the Companys policies.

- The Company gets its Standalone financial statements limited reviewed/ audited every quarter by its Statutory Auditors. International subsidiary provide information required for consolidation of accounts in the format prescribed by the Company. The accounts of the subsidiary and joint venture company are audited and certified by their respective Statutory Auditors for consolidation.

- To have better internal financial control company has implemented integrated SAP System at all the business verticals.

Vigil Mechanism/ Whistle Blower Policy

The Whistleblower Policy has been approved and adopted by Board of Directors of the Company in compliance with the provisions of Section 177 (10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations.

The Policy also provides protection to the employees and business associates who report unethical practices and irregularities.

The policy is available on Companys website.

Risk Management Policy

The Company operates in a volatile, uncertain, complex and ambiguous business environment. The environment brings mix of opportunities and uncertainties impacting the Companys objectives. Risk Management, which aims at managing the impact of these uncertainties, is an integral part of the Companys strategy setting process. The Company regularly identifies these uncertainties and after assessing them, devises short-term and long-term actions to mitigate any risk which could materially impact the Companys long-term goals.

Mitigation plans to significant risks are well integrated with functional and business plans and are reviewed on a regular basis by the senior leadership.

Policy on Prevention of Sexual Harassment at Workplace

The Companys Policy on Prevention of Sexual Harassment at Workplace is in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (Prevention of Sexual Harassment of Women at Workplace Act) and Rules framed thereunder.

During the year under review, no case was filed under the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013.

Remuneration of Directors and Key Managerial Personnel

The remuneration paid to Directors is in accordance with Nomination and Remuneration Policy formulated in accordance with the provisions of Section 178 of the Companies Act, 2013 read with Regulation 19 of the Listing Regulations, 2015 (including any statutory m od ification (s) or re-enactment(s) thereof for the time being in force). The information required under Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory m od ification (s) or re-enactment(s) thereof for the time being in force) in respect of Director and Key Managerial Personnel is set out please refer Annexure VI.

Nomination and Remuneration Policy

The company has formulated and adopted the Nomination and Remuneration Policy in accordance with the provisions of Section 178 of the Companies Act, 2013 read with Part D of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Remuneration Policy is approved by the Board of Directors and is uploaded on the website of the Company.

Related Party Transactions

All related party transactions that were entered during the financial year were in the ordinary course of business and on arms length basis. There were no materially significant related party transactions entered into by the Company with Promoters, Directors, Key Managerial Personnel or other persons which may have a potential conflict with the interest of the Company.

All related party transactions are placed before the Audit Committee for approval and prior omnibus approval is also obtained from the Audit Committee for the related party transactions which are of repetitive nature and can be foreseen.

The policy on materiality of related party transactions as approved by the Audit Committee and the Board of Directors is uploaded on the website of the Company. The required form AOC-2 has been appended as "Annexure IN" to this report.

Further the disclosures related to related party transactions are also detailed in Note No. 28 of Notes to Accounts of Financial Statements for the year ended 31st March, 2023.

Directors Responsibility Statement

In terms of the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, the Directors state that:

a. in preparation of annual financial statements for the financial year ended March 31, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

c. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the Directors have prepared the annual accounts on a going concern basis;

e. the proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; and

f. the systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

Insurance

The Companys properties, including building, plant, machineries etc. and stocks are adequately insured against risks.

Listing

The equity shares continue to be listed on Bombay Stock Exchange Limited (BSE) and National Stock Exchange Limited (NSE). The Company has paid annual listing fee for the financial year 2022-23.

Loans, Guarantees or Investments

Pursuant to Section 186 of the Companies Act, 2013, Company has not directly or indirectly

a) given any loan to any person or other body corporate other than usual advances envisaged in a contract of supply of materials if any,

b) given any guarantee or provide security in connection with a loan to any other body corporate or person and

c) acquired by way of subscription purchase or otherwise, the securities of any other body corporate, exceeding sixty percent, of its paid-up share capital, free reserve and securities premium account or one hundred percent of its free reserves and securities premium account whichever is more.

Auditors and Auditors Report

Statutory Auditors

The shareholders of the company at the 31st Annual General Meeting (AGM) held on 30th September 2022, have approved appointment of M/s Mittal Goel & Associates, Chartered Accountants (Firm Registration No. 017577N), as the Statutory Auditors of the of the Company pursuant to Section 139 of Companies Act, 2013 from the date of conclusion of 31st AGM till the conclusion of 36th AGM to be held in 2027. The Board of director of the company recommended the re-appointment of M/s Mittal Goel and Associates for next five year

Statutory Auditors Report

The observations of Statutory Auditor in its reports on standalone and consolidated financials are self-explanatory and therefore do not call for any further comments.

Details in respect of frauds reported by auditors

There were no instances of fraud reported by the auditors.

Cost Auditors

The company was not required to appoint Cost Auditor for the financial year ended 31st March 2023.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014, the Company has appointed M/s Sanjiv K Goel, Practicing Company Secretary, to undertake Secretarial Audit of the Company for the period of 5 (five) years till financial year 2028-29.

The Secretarial Audit Report in Form MR-3 for the financial year ended March 31, 2023 is annexed herewith as "Annexure-IV".

The Secretarial Audit Report for the year ended 31st March 2023 does not contain any qualification, reservation or adverse remark.

Internal Auditors

The Company has proper and adequate system of internal controls. Board of Directors has Appointed M/s A. Gandhi & Associates Chartered Accountants as Internal Auditors of the company to conduct regular audits that are performed as per the annual Audit Plan. The Internal Audit team conducts its at factory, branches and corporate offices with the objective of evaluating and continuously improving the effectiveness of internal controls and governance processes. Additional areas, if any, identified during the year are taken up as special assignments.

The audit findings are reviewed by the Audit Committee and Board of Directors and corrective action, as deemed necessary is taken. Company has also laid down procedures and authority levels with suitable checks and balances encompassing the entire operations of the Company.

Corporate Governance

Transparency is the cornerstone of the Companys philosophy and all requirements of Corporate Governance are adhered to both in letter and spirit.

All the Committees of the Board of Directors meets at regular intervals as required in terms of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. Your Board of Directors has taken all necessary steps to ensure compliance with all statutory and listing requirements. The Directors and key managerial personnel of your Company have complied with the approved ‘Code of Ethics for Board of Directors and Senior Executives of the Company.

The Report on Corporate Governance as required under the Listing Agreement forms part of and is annexed herewith. The Auditors Certificate on compliance with Corporate Governance requirements is also attached to this Report.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report for the financial year 2022-23, pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is given as a separate statement in the Annual Report.

Managing Director and CFO Certification

Pursuant to Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Managing Director and CFO certification as specified in Part B of Schedule II thereof is annexed to the Corporate Governance Report. The Managing Director & managing director and the Chief Financial Officer of the Company also provide quarterly certification on Financial Results while placing the Financial Results before the Board in terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Compliance with Code of Ethics for Board of Conduct for Directors and Senior Management Personnel

The Managing Director & CEO of the Company has given a declaration that all Directors and Senior Management Personnel concerned have affirmed compliance with the code of conduct with reference to the financial year ended on March 31, 2023. The declaration is annexed to the Corporate Governance Report.

Disclosure regarding compliance of applicable Secretarial Standards

The Company has complied with all the mandatorily applicable secretarial standards issued by The Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013.

Fraud Reporting u/s 143(12)

The Company has complied with all the provisions of Section 143 of the Companies act, 2013. Hence, no fraud was reported by the Auditors of the Company to the Audit Committee or the Board of directors.

Particulars of Employees

The information required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is ‘Not Applicable as no employee is in receipt of remuneration in excess of the limits prescribed under this Section.

Detail of Significant and Material Orders Passed by Regulators or Courts of Tribunals Impacting the Going Concern Status and Companys Operation in Future

There are no significant material orders passed by the Regulators/ Courts which would impact the Going Concern status of the Company and its future Operations.

Conservation of Energy and Technology Absorption and Foreign Exchange Earnings and Outgo

Information pursuant to Clause (m) of Sub-Section (3) of Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure V".

Compliance with applicable Secretarial Standards

The Company has duly complied with all applicable Secretarial Standard as issued by ICSI during the year under review.

Acknowledgement

The Board place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment.

The Board also wishes to place on record its appreciation for the support and cooperation the Company has been receiving from its suppliers, redistribution stockiest, retailers, and others associated with the Company as its trading partners.

The Directors also take this opportunity to thank all Investors, Clients, Vendors, Banks, Government and Regulatory Authorities and Stock Exchanges, for their continued support.

On behalf of the Board,
Place: Chandigarh

Jagdish Gupta

Date: 05.05.2023 Managing Director